Board of Directors

Casino, Guichard-Perrachon is a French company with a Board of Directors. Jean-Charles Naouri currently exercises both functions of Chairman of the Board of Directors and Chief Executive Officer of the Company. On 21 March 2005, it was decided that these functions would be combined, and the Board of Directors confirmed this decision most recently on 7 May 2019.

The Company refers to the Afep-Medef Code corporate governance code for publicly traded companies (code de gouvernement d’entreprise des sociétés cotées Afep-Medef), which outlines a set of specific rules on corporate governance and executives’ compensation.

The Board of Directors determines the Company’s business strategies and oversees their implementation. It is now composed of twelve directors and two non-voting directors. Based on the criteria in the Afep-Medef Code, four directors on eleven (excluding the director representing employees) are independent which exceeds the one-third minimum recommended for controlled companies as Casino.

The Board of Directors appointed independent director Catherine Lucet as Lead Director (administratrice référente).

In fiscal year 2019, the Board of Directors met thirteen times. The Board meeting attendance rate was 93,5%.

The information on Governance during fiscal year 2019 is presented in the Universal Registration Document (URD).

Permanent representative of Foncière Euris
Advisor to the Chairman of Rallye-Casino group
Chairman and Chief Executive Officer of Foncière Euris

Kareen CEINTRE – Secretary of the Board of Directors

Lead director

Catherine LucetIndependent DirectorChair of the Governance and Social Responsibility Committee.

The Lead Independent Director ensures that combining the roles of Chairman and Chief Executive Officer does not have an adverse impact on such matters as the information given to directors, the inclusion of items on the agenda of Board meetings and the organisation of Board discussions and votes.

She may if necessary consult with the Governance and Social Responsibility Committee at any time about any potentially problematic issues.

Each year, the Lead Director presents a report to the Governance and Social Responsibility Committee on the conditions under which the respective roles of chairman of the Board and Chief Executive Officer are exercised.

The board of directors’ committees

The Board of Directors relies on the work of three specialised committees, the powers and specific operating terms and conditions of which are defined in the Board’s own Internal Rules and in each of the respective Board-approved Committee Charters. The membership of the Committees is decided taking into account directors’ experience and independence criteria.

Composition:

Frédéric Saint-Geours – Chairman

Laure HauseuxIndependent Director

Catherine Lucet
Independent Director / Lead Director

All Audit Committee members are currently exercising or have previously held positions as company executives and, as such, have the financial or accounting qualifications referenced in Article L. 823-19 of the French Commercial Code.

Role and Duties

The Audit Committee is notably responsible for:

reviewing and approving the annual and interim financial account, as well as in the context of any transaction, occurrence, or event bearing a potentially significant impact on the Company or its subsidiaries in terms of commitments and/or risks. In particular for:

following up on issues pertaining to the preparation and audit of accounting and financial information,

supervising the Statutory Auditors’ audit of the annual and consolidated financial statements,

reviewing the effectiveness of internal control and risks management systems,

reviewing periodically the activity reports of the Group’s Internal control department and the missions performed by the Group’s internal Audit department in the Group’s subsidiaries.

organizing the process for selecting the Statutory Auditors and reviewing and assessing their independence,

reviewing, prior to their signature, all agreements with related parties, in compliance with the terms of the specific charter adopted in 2015.

The Audit Committee met seven times in 2019. The average attendance rate at the meetings was 100%.

Composition:

Role and duties

The Governance and Social Responsibility Committee is responsible for:

in relation to corporate governance duties :

implementing the governance rules and best practices within the Group, as well as monitoring the regulatory changes in this field, and reviewing the annual report on corporate governance;

drafting and monitoring any issues associated with the ethical rules applicable to the Directors, as well as the management of conflicts of interest (it may examine any exceptional issue that could potentially give rise to a conflict of interest within the Board);

reviewing the structure, size and membership of the Board Directors and its specialised Committees.

in relation to Corporate Social Responsibility (CSR) duties :

reviewing and monitoring the Group’s policies and practices in the area of social responsibility; within its missions in this field (enlarged from December 15,2017) it shall notably review, in light of the Group’s strategy, the Group’s commitments and policies in the area of ethics and social, environmental and societal responsibility, application and implementation of such policies and the results thereof. In that respect, it shall also review the gender balance and professional equality policy in preparation for the annual discussion of this matter by the Board of Directors, as provided in Article L.225-37-1 of the French Commercial Code.

The Governance Committee met seven times in 2019. The average attendance rate at the meeting was 100%.

Nathalie Andrieux - Independant director

Nathalie Andrieux is a graduate of École Supérieure d’Informatique (Sup’Info) and ESCP Europe She joined La Poste Group in 1997, was appointed Chief Executive Office of Média Poste in 2004, Chairman of Média Poste in 2009 and Chairman of La Poste Numérique in 2012, a position she held until March 2015. Prior to joining La Poste, she held various positions in the Banque Populaire group, Casden (1993-1997) and Bred (1990-1993). Since 2 April 2018, she has been Chief Executive Officer of Geolid, a communication and digital referencing company.

Gilbert Delahaye - Employee representative Director

Holding a DUT (“Diplôme Universitaire de Technologie” – university degree in technology) in marketing and sales techniques, Gilbert Delahaye has spent his entire career with Casino.Joining the group on 1st January 1979 as Sales Director of Proximité (convenience store), he became Management controller in 1982 before becoming Administrative and Finance Director of Franchise Supermarchés from 1986 to 2001.From 2001 to 2010, he was Director of Sustainable Development with Casino Services, then Director of Cross-Functional CSR Projects from 2010.He has also served as Deputy Director of External Relation for Casino Services since 2014.

Jacques Dumas - Permanent representative of Euris

Jacques Dumas has a Master’s degree in law and is a graduate of Institut d’Etudes Politiques de Lyon. He began his career in the Legal department of Compagnie Française de l’Afrique Occidentale (CFAO) before becoming Administrative Director (1978-1986). He left CFAO to take up a position as Deputy Company Secretary of Rallye Group (1987) and subsequently moved to the Euris Group as Legal Affairs Director (1994). He is currently Deputy Chief Executive Officer of Euris and Advisor to the Chairman of Casino Guichard-Perrachon.

Christiane Féral-Schuhl - Independent director

Attorney admitted to the Paris and Quebec Bars, Christiane Féral-Schuhl is a graduate of the University of Paris II. She has French and Canadian nationality
She is specialised in new technology, IT and communication law as well as intellectual property law.
She also performs the duties of mediator and arbitrator.
She was Chair of the Paris Bar in 2012 and 2013. Christiane Féral-Schuhl was also a member of the Haut Conseil à l’égalité entre les femmes et les hommes (HCEfh – High Council for Gender Equality) (2013-2015), and co-President of the ad hoc French Parliamentary Commission “Commission de réflexion et de propositions sur le droit et les libertés à l’âge du numérique” to develop proposals on law and privacy in the digital age. (2014-2015).

Laure Hauseux – Independent director

Laure Hauseux holds a degree from the Franco-German Chamber of Commerce, an MBA from ESCP Europe, a post graduate degree in in Management Control from Université Paris Dauphine and an Executive MBA from INSEAD. Ms. Hauseux began her career as Financial Controller, then CFO with Control Data France, then joined Gérard Pasquier in 1995 as CFO. Beginning in 1997, she successively held the positions of Group Financial Controller, then Store Manager with FNAC. She then became CFO of Printemps and, in 2007, Deputy CEO of Conforama Italy, and then became the Vice President Finance and Information Systems and Services with Inergy Automotive Systems. From 2010 to 2013, Ms. Hauseux continued her career with Virgin Stores as Deputy General Manager, then, in 2014, became CEO of GAC Group, an international audit and consulting firm, a position she held until June 2017.

Didier Levêque - Permanent representative of Finatis

Didier Lévêque is a graduate of École des Hautes Études Commerciales. From 1985 to 1989, he was a Research Lead for the Finance Department of Roussel-Uclaf. He joined the Euris Group in 1989 as deputy Corporate Secretary and was appointed Corporate Secretary in 2008.

Catherine Lucet - Independent director / Lead director

Catherine Lucet is a graduate of École Polytechnique (1979) and École des Mines de Paris (1984) and holds an MBA from INSEAD (1987). She began her career as an analyst at the Analysis and Forecasting Centre of the French Ministry of Foreign Affairs. She joined McKinsey in 1986 as a consultant, and was then appointed project manager. In 1991, she was appointed Chief Executive Officer of Éditions Harlequin, subsidiary of Éditions Hachette and of Canadian publisher Torstar. In 1996, she joined the Anglo-Dutch group Reed Elsevier where she headed their French scientific and medical publishing subsidiary until 2001, when she left to join the Vivendi Group as Chief Executive Officer of Éditions Nathan. Catherine Lucet is now a member of the Executive Committee of Editis, Chief Executive Officer of its Education and Reference division which includes Éditions Nathan, Bordas, Clé, Retz, the Le Robert dictionaries, and Daesign, a serious games publisher, and Chair of Éditions Nathan and Daesign.

Odile Muracciole - Permanent representative of Matignon Diderot

After obtaining a Postgraduate Degree in Civil Law, Mrs Odile Muracciole started her career as Head of the Legal Department in the Alty Group (oil industry). In 1990, she joined the Euris Group where she currently works as Legal Director.

Gilles Pinoncély - Non-Voting Director

A graduate of the École Supérieure d’Agriculture de Purpan in Toulouse, Gilles Pinoncély began his career with L’Épargne, which was acquired by the Casino group in 1970. He was appointed fondé de pouvoir in 1976, Managing Partner of Casino in 1981, then Statutory Manager in 1990. He became a member of Casino’s Supervisory Board in 1994, then a member of the Board of Directors in 2003.

Gérald de Roquemaurel - Non-Voting Director

Gérald de Roquemaurel has a law degree, is a graduate of Institut d’Études Politiques de Paris and an alumnus of the École Nationale d’Administration (1970-1972). A direct descendant of Louis Hachette (founder of Librairie Hachette), he joined Publications Filipacchi in 1972 and became director of Paris-Match in 1976. In 1981, he was appointed Vice-Chairman and Chief Executive Officer of Groupe Presse Hachette (which became Hachette Filipacchi Presse in 1992). From 1983 to 1985, he was responsible for the Group’s international expansion and in 1984, became director and Chief Executive Officer of Publications Filipacchi (later Filipacchi Medias) and then a member of the Executive and Strategy Committee of Lagardère SCA, a director of Hachette SA, and Legal Manager of NMPP. On 18 June 1997, he was appointed Chairman and Chief Executive Officer of Hachette Filipacchi Médias, then in 1998, Chief Operating Officer of the Lagardère Group in charge of the media division. In April 2001, he became Chairman of FIPP (Fédération Internationale de la Presse Périodique) for two years. In June 2001, he was appointed Chairman of Club de la Maison de la Chasse et de la Nature. In early 2007, he became Managing Partner of HR Banque and in January 2009, he was appointed Senior Partner of Arjil. On 15 December 2012, he was appointed Legal Manager of BGR Partners, Arjil’s partnering group in Belgium. In September 2015, he resigned from his position with Arjil and became Senior Advisor at Messiers-Maris.

David de Rothschild - Director

David de Rothschild ran the Rothschild & Co group SCA (formerly Paris-Orléans) from 2003 to 2018. In May 2018, he was named Chairman of the Supervisory Board of Rothschild & Co. SCA in connection with a succession plan whereby his son Alexandre de Rothschild succeeded him as Chairman of Rothschild & Co. Gestion SAS, the Managing General Partner of Rothschild & Co. SCA. He is a descendant of Mayer Amschel Rothschild, founder of the Rothschild dynasty, and of Baron James de Rothschild, who created Banque Rothschild Frères in Paris in 1812. David de Rothschild has worked in banking for over 40 years, gaining experience in the various branches of the family business. After Banque Rothschild Frères was nationalized in 1981, David de Rothschild and his cousin Eric de Rothschild were authorised to create a new Rothschild bank in France in 1986. In 2003, David and Eric de Rothschild agreed to a plan to merge the family’s UK and French businesses, leading in 2008 to the creation of the family holding company Rothschild & Co. Concordia SAS. David de Rothschild is a graduate of Institut d’Études Politiques de Paris.

Frédéric Saint-Geours - Director

Frédéric Saint-Geours has a degree in economics, is a graduate of Institut d’Études Politiques de Paris and an alumnus of École Nationale d’Administration. After a career with the Ministry of Finance and in the offices of the President of the National Assembly and the Secretary of State for the Budget (1975 to 1986), he joined the PSA Peugeot Citroën Group in 1986 as Deputy Chief Financial Officer and became Chief Financial Officer of the Group in 1988. From 1990 to 1997, he was Deputy Chief Executive Officer of Automobiles Peugeot, where he was appointed Chief Executive Officer in early 1998. He was a member of the Management Board of PSA Peugeot Citroën from July 1998 to December 2007. In January 2008, he was appointed Advisor to the Chairman of the Management Board of PSA Peugeot Citroën and member of the Management Committee. He was elected Chairman of the UIMM trade federation on 20 December 2007. As from 2009, he was successively a member of the Management Board of Peugeot SA, Chief Financial Officer and Head of Strategy for the PSA Peugeot Citroën Group, head of the Peugeot and Citroën brands and Special Advisor to the Chairman of the Management Board of PSA Peugeot Citroën. In September 2013, he was elected Chairman of Groupe des Fédérations Industrielles (GFI). In November 2014, France’s Council of Ministers appointed him as Chairman of the Supervisory Board of SNCF, an appointment that was renewed in July 2015. From April 2016 to November 2017, he served as Vice-Chairman of the French Conseil National de l’Industrie (National Industry council).

Michel Savart - Permanent representative of Foncière Euris

Michel Savart is a graduate of École Polytechnique and École Nationale Supérieure des Mines de Paris. He began his career with Havas in 1986, and joined Banque Louis Dreyfus as project manager in 1987 and Banque Arjil (Lagardère group) in 1988, where he was project manager then Advisor to the Management Board until 1994. He joined Dresdner Kleinwort Benson (DKB) in 1995, where he was notably Managing Director in charge of mergers and acquisitions until 1999. He joined the Euris-Rallye Group in October 1999 as Director – Advisor to the Chairman, in charge of private equity investments. He is currently Advisor to the Chairman of the Rallye-Casino Group. He has also been Chairman and Chief Executive Officer of Foncière Euris since August 2009.